Other required disclosures

Dealing in securities

Trading in Afrox securities by directors, managers and employees is governed by the Afrox share trading policy, which is jointly managed by the Company Secretary and Group Finance. In compliance with the policy, the Company is timeously informed of all closed and prohibited periods and their obligations during such periods.

This policy complies with the Financial Markets Act and JSE Listings Requirements, which restrict directors, officers and employees from dealing in Company securities prior to any announcement in respect of its financial results or during any period surrounding the disclosure of any price-sensitive information. The policy requires a higher governance and legal standard than that stipulated in the JSE Listings Requirements and, in terms of the policy, the Chairperson approves all transactions in Company securities for both the Board members and executive management prior to any such transactions. The Board expects strict adherence to the policy.

The Company maintains a list of insiders, which is actively monitored and updated. The policy is reviewed from time to time to ensure continued compliance with applicable legislation. The Audit Committee and the Board review the policy on an annual basis.

Public and shareholder communications and treatment of stakeholders

Communication with the public and shareholders embodies the principles of balanced reporting, clarity and openness. Positive and negative aspects of both financial and material non-financial information are provided. We maintain an active dialogue with our key financial audiences, including institutional shareholders, investment analysts and our funding community. Our policy is to present to investors, fund managers and analysts twice a year after the release of the Company’s results.

The Board actively endeavours to fairly balance the interests of all shareholders and other stakeholders; the Board as a whole continuously challenges business decisions and judgements to ensure that all shareholder interests, particularly minority interests, are appropriately protected. In alignment with this obligation, the Board reviews all transactions and/or agreements between the Company and The Linde Group annually.

Interest of directors in contracts

The directors have certified that they had no material personal interests in any transactions of any significance with the Company or any of its subsidiaries. No conflicts of interest exist regarding directors’ interests in contracts. There was no change in directors’ interests in contracts and shareholding in the period between the financial year-end and the date of signature of this report.

Statement of compliance

The Board is of the opinion that Afrox is compliant with King III and the JSE Listings Requirements, except for the following instances: